Tax Sharing Arrangement. The Tax Sharing Arrangement, in accordance with the terms set forth on Exhibit J and otherwise in form and substance reasonably satisfactory to the EnTrust Contributor shall have been duly entered into by each party thereto.

Shareholders’ Agreements; Management Agreements; Tax Sharing Agreements; and Existing Indebtedness Agreements. On or prior to the Effective Date, there shall have been delivered to Lender true and correct copies of the following documents; provided, that the filing of any such document with the Securities and Exchange Commission shall be deemed to satisfy the delivery requirements of this Section 5.16:

all tax sharing, tax allocation and other similar agreements entered into by Borrower or any of its Subsidiaries that will remain in place after giving effect to the Transaction (collectively, the “Tax Sharing Agreements”); and

Section # Termination of Tax Sharing Agreements. All tax sharing agreements among the ​, its Affiliates and the Business shall be terminated as they relate to the ​ immediately prior to Closing.

Tax Sharing Installment Payments. (a) Federal Income Taxes. Ford may, in its sole discretion, deliver to Ford Credit a schedule, not later than five business days prior to any Estimated Tax Installment Date with respect to any taxable period, setting forth the estimated amount of the related installment of the Ford Credit Federal Income Tax Liability determined under the principles of Section 6655 of the Code. Ford Credit shall pay Ford in accordance with their customary intercompany settlement procedure.

No Tax Allocation, Sharing. [[Organization B:Organization]] is not a party to any Tax allocation or sharing agreement. [[Organization B:Organization]] # has not been a member of a Tax Group filing a consolidated income Tax Return under Section 1501 of the Code (or any similar provision of provincial, local or foreign law), and # does not have any liability for Taxes for any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of provincial, local or foreign law) as a transferee or successor, by contract or otherwise.

“Tax Sharing Agreements” shall have the meaning provided in Section 5.16(c).

Tax Sharing True-up Payments. (a) Federal Income Taxes. Not later than 45 business days after the Consolidated Return is filed with respect to any taxable period, Ford shall deliver to Ford Credit a Pro Forma Ford Credit Federal Return reflecting the Ford Credit Federal Income Tax Liability. Upon receipt, Ford Credit shall pay to Ford, or Ford shall pay to Ford Credit, as appropriate, in accordance with their customary intercompany settlement procedure, an amount equal to the difference, if any, between the Ford Credit Federal Income Tax Liability for the taxable period and the aggregate amount, if any, paid by Ford Credit with respect to such taxable period under Section 4.5(a) of this Agreement.

6.5Tax Sharing Agreements. On or before the Closing Date, the rights and obligations of the Acquired Companies pursuant to all Tax sharing agreements or arrangements (other than this Agreement), if any, to which any Acquired Company, on the one hand, and any member of the Seller Affiliated Tax Group, on the other hand, are parties, shall terminate, and neither any member of the Seller Affiliated Tax Group, on the one hand, nor such Acquired Company, on the other hand, shall have any rights or obligations to each other after the Closing in respect of such agreements or arrangements.

Agreements. Awards shall be evidenced by Award Agreements, in such form(s) as the Administrator shall from time to time approve.

Agreements. Grants to Eligible Persons shall be evidenced by written Award Agreements in such form as the Committee shall from time to time determine (which Award Agreements need not be in the same form as any other Award Agreement evidencing Grants under the Plan and need not contain terms and conditions identical to those applicable to any other Grant under the Plan or to those applicable to any other Eligible Persons). Such Award Agreements shall comply with and be subject to the terms and conditions set forth below.

Sharing of Information. Upon prior notice to [[Organization C:Organization]] (provided that such prior notice shall not be required upon a Default or Event of Default), [[Organization C:Organization]] hereby allows and

Each payment by the Borrower on account of the principal of or interest on the Loans denominated in Dollars or any fee, commission or other amounts (including the Reimbursement Obligation) denominated in Dollars payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in Same Day Funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any ​ shall obtain on account of the Loans or any Tranche of the Loans made by it, or the participations in L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such ​ shall immediately # notify the Administrative Agent of such fact, and # purchase from the other ​ such participations in the Loans or any Tranche of Loans made by them and/or such sub-participations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing ​ to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them (or other share contemplated hereunder); provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing ​ under any of the circumstances described in [Section 11.05] (including pursuant to any settlement entered into by the purchasing ​ in its discretion), such purchase shall to that extent be rescinded and each other ​ shall repay to the purchasing ​ the purchase price paid therefor, together with an amount equal to such paying ​’s ratable share (according to the proportion of # the amount of such paying ​’s required repayment to # the total amount so recovered from the purchasing ​) (or other share contemplated hereunder) of any interest or other amount paid or payable by the purchasing ​ in respect of the total amount so recovered, without further interest thereon. The Borrowers agrees that any ​ so purchasing a participation from another ​ may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to [Section 11.08]) with respect to such participation as fully as if such ​ were the direct creditor of the Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this [Section 2.13] and will in each case notify the ​ following any such purchases or repayments. Each ​ that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing ​ were the original owner of the Obligations purchased.

Profit Sharing Credits. The Board may, in its sole discretion, cause the Account of an Eligible Employee to be credited with Profit Sharing Credits for a Plan Year. Such Profit Sharing Credits shall not exceed the amount necessary to make up for the lost share, if any, of profit sharing or other non-elective contributions under [Section 3.4] or [Section 3.7] of the 401(k)-ESOP Plan attributable to the Eligible Employee’s Base Salary and Performance Cash deferrals under this Plan and the annual compensation limit then in effect under Code section 401(a)(17). The Profit Sharing Credit, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year as soon as administratively practicable after the amount can determined for the applicable Plan Year.

Sharing of Expense. In the event that the Employee is employed at more than one subsidiary or affiliate of ​, the liability for amounts paid under this Agreement shall be apportioned so that each such company is obligated in accordance with this Section 2 to cover their percentage of the total liability as determined below. Each company’s share of the liability shall be calculated by multiplying the Payment by a fraction where the numerator of such fraction is the base rate of pay received by the Employee at the respective company on his date of termination of employment or transfer, as applicable, multiplied by the Accredited Service as defined in the Pension Plan earned by the Employee at the respective company and where the denominator of such fraction is the sum of all numerators calculated for each respective company by which the Employee has been employed.

. If any ​ shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such ​’s receiving payment of a proportion of the aggregate amount of such participations and accrued interest thereon greater than its applicable Pro Rata Share thereof as provided herein, then the ​ receiving such greater proportion shall # notify the [[Administrative Agent:Organization]] of such fact, and # purchase (for cash at face value) participations in the Loans or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

[[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall hold all non-public information obtained by [[Organization B:Organization]], such [[Organization C:Organization]] or such Transferee pursuant to the requirements of this Agreement in accordance with [[Organization B:Organization]]'s, such [[Organization C:Organization]]'s and such Transferee's customary procedures for handling confidential information of this nature; provided, however, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee may disclose such confidential information # to its examiners, Affiliates, outside auditors, counsel and other professional advisors, # to [[Organization B:Organization]], any [[Organization C:Organization]] or to any prospective Transferees provided that such Transferees are bound by the provisions of this [Section 16.15], and # as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that # unless specifically prohibited by Applicable Law, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information # by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a [[Organization C:Organization]] or a Transferee by such Governmental Body) or # pursuant to legal process and # in no event shall [[Organization B:Organization]], any [[Organization C:Organization]] or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of [[Organization B:Organization]] or any [[Organization C:Organization]] in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any [[Organization C:Organization]] or by one or more Subsidiaries or Affiliates of such [[Organization C:Organization]] and each Loan Party hereby authorizes each [[Organization C:Organization]] to share any information delivered to such [[Organization C:Organization]] by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such [[Organization C:Organization]] to enter into this Agreement, to any such Subsidiary or Affiliate of such [[Organization C:Organization]], it being understood that any such Subsidiary or Affiliate of any [[Organization C:Organization]] receiving such information shall be bound by the provisions of this [Section 16.15] as if it were a [[Organization C:Organization]] hereunder.

any administrative services fees, expense reimbursement, indemnification or revenue- sharing payments made to the Company under any Fund Participation Agreements; and